Without “Good Reason” by the Executive. At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Salary earned through the date of termination to be paid according to Section 4; reimbursement of any expenses payable pursuant to Section 8; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

Without “Good Reason” by the Executive. At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to Section 4; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

Termination by the Company Without Cause or by the Executive for Good Reason not following a Change in Control of the Company. If other than following a Change in Control of the Company (which is covered by Section 10.1 above), the Company terminates Executive’s employment without Cause, or the Executive terminates employment for Good Reason, the company shall: # pay Executive (or Executive’s spouse or estate, should Executive die), a severance benefit equal to one (1) years’ salary, based upon Executive’s base annual salary immediately preceding his termination, plus any non-equity performance bonus earned in the twelve (12) months preceding his termination; # pay for (or reimburse Executive for the cost of) such Fringe Benefits as the Company is then obligated to pay Executive pursuant to Section 6.2 of this Agreement; and # pay Executive the value of Executive’s earned but unused vacation days, and unreimbursed business expenses up to the date of termination of employment.

Termination by Executive. Executive may terminate his employment hereunder with or without Good Reason (as defined below) by written notice to the Board of Directors of Employer effective 60 days after receipt of such notice by the Board of Directors. In the event that Executive terminates his employment hereunder for Good Reason, Executive shall be entitled to the salary specified in Section 6(e). Executive shall not be required to render any further services to Employer. Upon termination of employment by Executive without Good Reason, Executive shall be entitled to no further compensation under this Agreement. “Good Reason” shall be the failure by Employer to comply with the provisions of Section 4(a) or material breach by Employer of any other provision of this Agreement, which failure or breach shall continue for more than 30 days after the date on which the Board of Directors of Employer receive such notice.

Termination by Executive. Executive shall have the right to terminate her employment, whether or not for “Good Reason” (as hereinafter defined), but, in all events, Executive shall give Company notice pursuant to a written “Notice of Termination” (as defined below). If the termination by Executive is other than for Good Reason: # Executive must give Company a Notice of Termination not less than forty five (45) days prior to the date her termination of employment will be effective, and # Executive shall have no right to severance compensation of any kind, or any right to salary or other benefits for any period after such date of termination. If termination is by Executive for Good Reason, Executive’s rights to compensation and benefits under this Agreement shall be as set forth in [Section 5.5].

Termination of Employment without Cause or for Good Reason other than in connection with to a Change in Control. In the event that Executive’s employment under this Agreement is terminated by Executive for Good Reason or by the Company without Cause other than in connection with a Change in Control (as defined below) pursuant to [Section 5.4] below, Executive shall be entitled to receive the Accrued Amounts and, subject to Executive’s timely execution and delivery of the Release and such Release becoming effective following the Termination Date in accordance with its terms (the period between the Termination Date and the date that the Release becomes effective, the “Release Execution Period”), Executive shall be entitled to receive the following:

Termination by the Company Without Cause or by the Executive for Good Reason following a Change in Control of the Company. If following a Change in Control of the Company, the Company terminates Executive’s employment without Cause, or the Executive terminates employment for Good Reason, the company shall: # pay Executive (or Executive’s spouse or estate, should Executive die), a severance benefit equal to the product of Executive’s full-time (100%) base annual salary immediately preceding his termination, inclusive of any non-equity performance bonus earned in the twelve (12) months preceding his termination, multiplied by the Change of Control Multiplier; # pay for (or reimburse Executive for the cost of) such Fringe Benefits as the Company is then obligated to pay Executive pursuant to Section 6.2 of this Agreement; and # pay Executive the value of Executive’s earned but unused vacation days, and unreimbursed business expenses up to the date of termination of employment.

In the event that the Executive terminates this Agreement and his employment with the Company for Good Reason or for a Change of Control or the Company terminates this Agreement and the Executive’s employment with the Company without Cause, the Company shall pay or provide to the Executive (or, following his death, to the Executive’s heirs, administrators or executors) the severance compensation set forth in Section 6 above. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

The Executive shall not be entitled to terminate this Agreement for Good Reason unless and until he shall have delivered written notice to the Company within ninety (90) days of the date upon which the facts giving rise to Good Reason occurred of his intention to terminate this Agreement and his employment with the Company for Good Reason, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such termination for Good Reason, and the Company shall not have eliminated the circumstances constituting Good Reason within thirty (30) days of its receipt from the Executive of such written notice. In the event the Executive elects to terminate this Agreement for Good Reason in accordance with Section 11(d)(1), such election must be made within the twenty-four (24) months following the initial existence of one or more of the conditions constituting Good Reason as provided in Section 11(d)(1). In the event the Executive elects to terminate this Agreement for a Change in Control in accordance with Section 11(d)(1), such election must be made within one hundred eighty (180) days of the occurrence of the Change of Control.

Resignation by Executive for Good Reason. The Executive may terminate his employment (which shall constitute a termination of this Agreement) upon thirty (30) days’ written notice to the Company of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following without the Executive’s consent: # breach by the Company of this Agreement or any other Agreement between the Company and Executive; # a requirement that Executive do anything that the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the Bar of the applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” in the event that Executive provides the Company written notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of receipt of such written notice. In the event of termination of Executive’s employment for Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Executive resigns his employment hereunder with Good Reason prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..